FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DOWNES LAURENCE M   2. Issuer Name and Ticker or Trading Symbol NEW JERSEY RESOURCES CORP [NJR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) C/O NEW JERSEY RESOURCES CORPORATION, 1415 WYCKOFF ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/28/2009 (Street) WALL, NJ 07719 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/28/2009   A   6,667 (1) A $ 36.38 97,722.127 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares

(3)

12/28/2009

A

6,667

(3)

09/30/2012

Common Stock

6,667

$ 0

6,667

D

Performance Shares

(4)

12/28/2009

A

9,132

(4)

09/30/2012

Common Stock

9,132

$ 0

9,132

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DOWNES LAURENCE M C/O NEW JERSEY RESOURCES CORPORATION 1415 WYCKOFF ROAD WALL, NJ 07719	X		Chairman, President & CEO

Signatures

Rhonda M. Figueroa - Attorney-in-Fact (POA on File)		12/28/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of restricted stock granted pursuant to the New Jersey Resources Corporation (NJR) 2007 Stock Award and Incentive Plan. Shares will vest in three equal installments, which will be on October 15, 2010, October 15, 2011, and October 15, 2012, and subject to the continued employment of the reporting person by NJR, except under certain conditions.
(2)	Total includes shares held in the NJR ESOP Plan that are accounted for on a unitized basis and reflects a calculated value, and reinvested dividends through the NJR Dividend Reinvestment Plan.
(3)	Represents performance shares granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Performance shares will become vested and non-forfeitable upon certification by the Leadership Development and Compensation Committee that the applicable performance goals for the 36 month period ending September 30, 2012, have been met.
(4)	Represents performance shares granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Performance shares will become vested and non-forfeitable upon certification by the Leadership Development and Compensation Committee that the applicable performance goals for the 33 month period ending September 30, 2012, have been met.

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